To TheTruthseeker
New Investors - Questions SUNX doesn't want asked
For the past few weeks, several questions that should be of great concern to any potential investor have been asked of SunnComm. Answering these questions would not require SunnComm to disclose any confidential information, but would simply require SunnComm to provide information that should already be in the public domain, if the issues raised did not have substance.
Rather than answer the questions, those posters who raised the questions have been subjected to a barrage of abuse from the SunnComm advocates on this board. Attempts have been made to covertly cause the question posers to be put on ignore and the board has been constantly filled with drivel by the SunnComm advocates in an attempt to push the questions off the front page, so to speak. The president of SunnComm, Peter Jacobs, seems to endorse these actions by the SunnComm advocates - Thanks Gotta and all. Your support of SUNX does not go unnoticed or unappreciated ( ragingbull.lycos.com ) and he has labelled those who ask the questions as being part of an ongoing and coordinated effort to discredit the SUN-X copy protection process ( ragingbull.lycos.com ). Even though he is willing to come on the boards and personally attack (without foundation) those who ask the questions, he has not made any attempt to answer the questions. Although SunnComm advocates suggest that those asking the questions phone SunnComm, they ignore the fact that those asking the questions (as should any investor) value only written communication and have stated this on several occasions. SunnComm's "SunnGram", which was to be an informal method of keeping SunnComm followers up to date has stopped being e-mailed, as if management is aware that they would be expected to answer the questions on that and they do not want to do so.
The questions being asked are listed below. I will continue to repost this message on a regular basis so that new readers of this board are alerted to the issues. Should any of the questions be answered satisfactorily by the company or by a SunnComm advocate that exhibits credibility, I will drop the question from the list (or perhaps add the answer, if that proves the most informative to others).
1. In this press release from SunnComm, biz.yahoo.com , SunnComm claims to have finalized a seven-year (minimum) $20+ million dollar contract with Will-Shown Technology Co., LTD Taipei, Taiwan to provide audio copy protection for Will-Shown Manufacturing of audio compact discs. Even though Will-Shown is referred to in the PR as a Major Pacific Rim CD Manufacturer, no one has been able to find any reference what-so-ever to a company called Will-Shown anywhere on the internet nor have they been able to find a phone number of this company by using international directory enquiries. This would almost be unbelievable were Will-Shown just a minor CD manufacturer, never mind a Major Pacific Rim CD Manufacturer. It is not unreasonable to conclude that this company does not exist and that the deal was in fact a fabrication. Although asked on numerous occasions to produce one shred of verifiable evidence of the existence of Will-Shown (URL, phone number etc.), SunnComm has refused to do so, supposedly on the basis that such information would help their competition. So called proof provided by one SunnComm advocate has proved false.
Questions 2 and 3 below are significant because a trademark and/or a patent adds importance/value/significance to a product. One is unlikely to patent a product or trademark the name of a product if the product is expected to only have a short life or if the product is only of minor value to the company. Falsely claiming a product to be patented or its name trademarked when it isn't could be construed as an attempt to fool investors into thinking a product is of significant value to a company when that product may in fact be worthless. In the case of a patent, it could lead investors to believe that the product does not infringe on any patents held by other companies, when in fact this may not yet be established.
2. In this press release from SunnComm, biz.yahoo.com , SunnComm refer to their product as SUN-X Sentinel® ``Mastering Suite'' for MLX® copy protection. It is only allowed to use the ® symbol if the product is registered with the US Patent and Trademark Office. A search of the USPTO database (latest 2/25/01) does not show either of these as being registered by SunnComm. SunnComm has been asked to explain this discrepancy and has not done so.
3. In this press release from Fahrenheit Entertainment, biz.yahoo.com , the SUN-X Sentinel product is referred to as the patented program from Sunncomm Inc. A search of the USPTO database (latest 2/25/01) does not show such a patent as being held by either SunnComm or Equity Earnings. Equity Earnings had the responsibility of applying for the patent. SunnComm has been asked to explain this discrepancy and has not done so.
4. According to SunnComms 10SB12G SEC submission, secinfo.com , The Company's Articles of Incorporation, as amended, provide to the fullest extent permitted by Nevada law, a Director or officer of the Company shall not be personally liable to the Company or its shareholders for damages for breach of such Director's or officer's fiduciary duty. The effect of this provision of the Company's Articles of Incorporation, as amended, is to eliminate the right of the Company and its shareholders (through shareholders' derivative suits on behalf of the Company) to recover damages against a Director or officer for breach of the fiduciary duty of care as a Director or officer (including breaches resulting from negligent or grossly negligent behavior), except under certain situations defined by statute. The Company believes that the indemnification provisions in its Articles of Incorporation, as amended, are necessary to attract and retain qualified persons as Directors and officers.
What type of people did SunnComm want to attract/retain and what activities did it plan to engage in that it felt a need to include this almost unheard of provision in its Articles?
In relation to this amendment, the SEC had this to say: Insofar as indemnification for liabilities arising under the Securities Act of 1933 (the "Act") may be permitted to Directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable.
5. According to that same SEC submission, three Panamanian companies owned 15.49%, 5.16% and 8.61% of SunnComm. These three Panamanian companies are 100% controlled respectively by Mr Jacobs, Mr Burg and Mr Aquilino, all SunnComm directors.
Since SunnComm is a US company and since these three director are (presumably) US residents, why have they chosen to use Panamanian companies, outside US juristriction, as the means through which they own SunnComm shares, rather than directly or through a US based company.
6. There are also some issues related to the set up of SunnComm. Even though management wanted SunnComm to be viewed as a new startup, rather than set up a new company they chose a complex take-over method that effectively means that SunnComm carries the baggage of a company called Desert Winds, even though there is no continuity of operations between Desert Winds and SunnComm. Part of the baggage is that certain lawsuits against Desert Winds, if successful, could force SunnComm into receivership. These are all detailed in the above SEC filing.
Additionally, there is an issue with the share structure of SunnComm, because of the complex set-up method. Quoting from the SEC filing:
Current management is unfamiliar with the stock ledgers maintained by the Company before March 20, 2000, when it retained the current transfer agent. To management's knowledge, no records exist that reflect the authorization and sale of securities for the three-year period ended March 20, 2000.
Existing stock ledgers appear incomplete and no subscription agreements or other documentation exist reflecting which exemption from federal and state registration, if any, the Company relied upon for the sale of its securities. Therefore, existing shareholders may have rights of rescission for the sale of securities on or before March 20, 2000, subject to the applicable statute of limitations. Current management has insufficient information to determine whether rights of rescission exist. Accordingly, if rescission rights do exist and are later exercised, the Company may be unable to pay all those who seek to rescind their original purchases and consequently become insolvent.
Because setting up SunnComm in this manner seems of no advantage what-so-ever to known SunnComm shareholders, one could justifiably ask if there is something about the set-up method that benefits shareholders, if any, that might be in the 'missing' or 'unknown' part of the stock ledger.
ragingbull.lycos.com |
